As filed with the Securities and Exchange Commission on November 12, 2004
Registration No. 333- 111424
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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News Holdings Limited
(formerly known as "The News Corporation Limited")
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Australia
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Arthur Siskind, Esq.
News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Jeffrey W. Rubin, Esq. Herman H. Raspe, Esq.
Hogan & Hartson LLP Patterson, Belknap, Webb & Tyler LLP
875 Third Avenue 1133 Avenue of the Americas
New York, NY 10022 New York, New York 10036
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Deregistration of unissued American Depositary Shares.
The registrant hereby de-registers 594,635,711 American Depositary Shares
that were registered under this Registration Statement No. 333-111424, in
respect of which no shares have been deposited with the depositary, and which
therefore have not been, and will not be, issued.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Amended and Restated Deposit Agreement, dated as of December
3, 1996, by and among The News Corporation Limited (the "Company"), Citibank,
N.A., as the depositary (the "Depositary"), and all Holders from time to time of
American Depositary Receipts issued thereunder (including form of the American
Depositary Receipt ("ADR") to be issued thereunder) - Previously filed as
Exhibit (a) to Form F-6 Registration Statement No. 333-10562 and incorporated
herein by reference.
(a)(ii) Amendment No. 1 to Amended and Restated Deposit Agreement,
dated September 8, 2004, by and among the Company, the Depositary, all Holders
from time to time of American Depositary Receipts issued thereunder, and (to the
extent contemplated therein) certain Beneficial Owners of American Depositary
Shares (the "Amendment") - Filed herewith as Exhibit (a)(ii).
(b)(i) Letter Agreement, dated as of November 25, 2003, between the
Company and the Depositary - Previously filed as Exhibit (b)(1) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.
(b)(ii) Letter Agreement, dated as of November 25, 2003, between the
Company and the Depositary - Previously filed as Exhibit (b)(2) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.
(b)(iii) Letter Agreement, dated October 26, 2004, between the
Company and the Depositary - Filed herewith as Exhibit (b)(iii)
(b)(iv) Letter Agreement dated November 11, 2004, among the Company,
the Depositary and Computershare Trust Company of New York - Filed herewith as
Exhibit (b)(iv).
(c)(i) Form of Restricted Securities Letter Agreement, among the
Company, the Depositary and General Motors Corporation - Previously filed as
Exhibit (c)(1) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.
(c)(ii) Letter Agreement, dated as of October 15, 2003, among the
Company, the Depositary, Liberty Media Corporation and Liberty NC XIII, INC -
Previously filed as Exhibit (c)(2) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.
(c)(iii) Letter Agreement, dated as of December 17, 2001, between
the Company, the Depositary, News Publishing Australia Limited, Liberty Media
Corporation, LMC International, Inc. and Citicorp Nominees Pty Limited -
Previously filed as Exhibit (c)(3) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.
(c)(iv) Letter Agreement, dated as of December 3, 2001 among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(4) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.
(c)(v) Letter Agreement, dated as of December 3, 2001, among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(5) to Form F-6 Registration Statement No. 333-111424.
(c)(vi) Letter Agreement, dated July 15, 1999, between the Company
and the Depositary - Previously filed as Exhibit (c) to Form F-6 Registration
Statement No. 333-13420 and incorporated herein by reference.
(d) Opinion of Frettra M. Miller, counsel to the Depositary, as to
the legality of the securities to be registered - Previously filed as Exhibit
(d) to Form F-6 Registration Statement No. 333-111424 and incorporated herein by
reference.
(e) Certificate under Rule 466 - None
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company - Set forth on signature pages to the
Form F-6 Registration Statement No. 333-111424.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Amended and Restated Deposit Agreement, dated as of December 3, 1996, as
amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
of September 8, 2004, by and among The News Corporation Limited, Citibank, N.A.,
as depositary, all Holders from time to time of American Depositary Receipts
issued thereunder, and (to the extent contemplated therein) certain Beneficial
Owners of American Depositary Shares, certifies that it has reasonable grounds
to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 12th day of November, 2004.
Legal entity created by the Amended and
Restated Deposit Agreement, dated as of
December 3, 1996, as amended by Amendment
No. 1 to Amended and Restated Deposit
Agreement, dated as of September 8, 2004, by
and among The News Corporation Limited,
Citibank, N.A., as depositary, all Holders
from time to time of American Depositary
Receipts issued thereunder, and (to the
extent contemplated therein) certain
Beneficial Owners of American Depositary
Shares.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Mark Gherzo
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Name: Mark Gherzo
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, News Holdings Limited certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized on this
12th day of November, 2004.
News Holdings Limited
By: /s/ Arthur Siskind
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Name: Arthur M. Siskind
Title: Executive Director and Authorized
Representative in the United
States
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to Registration Statement has been
signed by the following persons in the following capacities on November 11,
2004.
Signature Title
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* Executive Director; Chairman and Chief
--------------------------- Executive (Principal Executive Officer)
K. Rupert Murdoch
* Executive Director and Chief Financial
--------------------------- Officer (Principal Financial Officer and
David F. DeVoe Principal Accounting Officer)
* Executive Director
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Chase Carey
* Executive Director
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Peter Chernin
* Executive Director
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Lachlan K. Murdoch
/s/ Arthur Siskind
--------------------------- Executive Director and Authorized
Arthur M. Siskind Representative in the United States
* Non-Executive Director
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Kenneth E. Cowley
* Non-Executive Director
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Andrew S.B. Knight
* Non-Executive Director
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Roderick I. Eddington
* Non-Executive Director
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Thomas J. Perkins
* Non-Executive Director
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Stanley S. Shuman
/s/ Peter Barnes Non-Executive Director
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Peter Barnes
/s/ Viet Dinh Non-Executive Director
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Viet Dinh
/s/ John L. Thornton Non-Executive Director
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John L. Thornton
/s/ Arthur Siskind
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*By Arthur M. Siskind as attorney-in-fact.
Index to Exhibits
Exhibit Document Sequentially Numbered Page
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(a)(ii) Amendment No. 1 to Amended and
Restated Deposit Agreement
(b)(iii) Letter Agreement (US DRIP Plan)
(b)(iv) Letter Agreement (Successor Depositary)